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Share Block Sale Agreement
"I need a Share Block Sale Agreement for the sale of 60% shareholding in an Indonesian technology company to a Singapore-based investor, with completion planned for March 2025 and including provisions for tech IP protection and key employee retention."
1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment: Payment terms, method, and timing of payment
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Details of the completion process, timing, and requirements
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and its protection
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
15. Execution: Signature blocks and execution requirements
1. Seller Financing: Include when part of the purchase price is paid in installments or through other financing arrangements
2. Security Arrangements: Include when there are share pledges or other security arrangements for deferred payments
3. Non-Competition: Include when the seller needs to be restricted from competing with the company post-sale
4. Regulatory Approvals: Include when specific regulatory approvals are required (e.g., BKPM approval for foreign investors)
5. Tax Indemnity: Include when specific tax arrangements or indemnities are needed
6. Transitional Services: Include when the seller will provide post-completion services to the company
7. Employee Matters: Include when there are specific arrangements regarding key employees
8. Intellectual Property: Include when IP rights are a significant consideration in the transaction
1. Share Details: Details of the shares being sold including share certificates numbers and class of shares
2. Company Information: Key information about the company including corporate details, licenses, and material contracts
3. Warranties: Detailed warranties and representations by the seller regarding the company and shares
4. Completion Checklist: List of documents and actions required for completion
5. Existing Encumbrances: List of any existing encumbrances on the shares or company assets
6. Required Consents: List of third-party consents required for the transaction
7. Financial Statements: Recent financial statements of the company
8. Corporate Documents: Copies of key corporate documents including articles of association and shareholders register
Authors
Affiliate
Articles of Association
BKPM
Board of Directors
Board of Commissioners
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
General Meeting of Shareholders
Governmental Authority
IDR
Indonesian GAAP
Intellectual Property Rights
Law
Long Stop Date
Material Adverse Change
Material Contracts
OJK
Ordinary Shares
Parties
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders
Shareholders Register
Target Company
Tax
Transaction Documents
Transfer
USD
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Company Warranties
Share Transfer Mechanics
Regulatory Compliance
Tax Matters
Non-Competition
Confidentiality
Indemnification
Force Majeure
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Further Assurance
Costs and Expenses
Entire Agreement
Severability
Amendments
Waiver
Counterparts
Language
Third Party Rights
Time of Essence
Survival
Authority and Capacity
Financial Services
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Construction
Professional Services
Tourism
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Investment
Corporate Secretariat
Tax
Business Development
Risk Management
Strategy
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Investment Director
Mergers & Acquisitions Director
Corporate Development Manager
Finance Director
Compliance Officer
Business Development Director
Investment Manager
Board Member
Managing Director
General Counsel
Transaction Advisory Partner
Private Equity Manager
Venture Capital Manager
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